Shifting of registered office from One State to the other

[Vivek Hegde]

Dear All,

As you are aware we need to submit the NOCs from all the creditors for shifting (though not specified in the Act or Rules, RD is insisting). 

In my case there are many foreign creditors who are not willing to give NOCs. My question is how does it matter to them if the Company shifts RO from one state to the other? Intention of the law being (rather should be) interest of the creditors of the state where the registered office of the Company is situated should not be effected by shifting the RO to ther other state. Correct me if I am wrong. In my view they should ask for NOCs from only those creditors.

Can anyone share the case laws to support my views?

Warm Regards

CS Vivek Hegde, FCS, CMA

Vivek Hegde & Co.
Company Secretaries
No.86, 1st Floor, 2nd Main
Samvruddhi Enclave

Kumaraswamy Layout 2nd Stage 

Bangalore-560061
Mob : 09900898223

Off: 080 26663577

[AR Kumarama]

Sir,

In one of our case, we have served proof of dispatching notice of shifting of RO from one state to another. 

However RD insist on NOC from Secured Creditors only. He didnt ask for any other NOC. You can proceed for application, in case RD insist then submit affidavit that the interest of creditor who have not consented is secured.

[Jayashree Chandrasekaran]

Dear Vivek,

NOC is required only from Secured creditors.....to unsecured creditors it is only proof of despatch.....

Jayashree

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C.JAYASHREE
PROPRIETOR
S.GANESH&ASSOCIATES
CHENNAI
98840 17120

[ritika agarwal]

Hello professionals can you give me a detailed procedure for shifting of registered office from one state to another.

Regards

CS Ritika Agarwal

[CA Sumit Parolia]

Ritika Ji

Kindly read the attachment

Regards,
ACA SUMIT PAROLIA
S PAROLIA & ASSOCIATES
Practicing Chartered Accountants
Kolkata

E-mail: Ca.pa...@gmail.com

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[Rama Chander]

Dear Sir,
Namaste

Recently we have shifted the ROC from one state to other. The main concern where we have faced is:-

Directors are all interested but the banker is not interested. Since Assests under lien, the branch of the Bank is not present in that place.

Then the process followed is as follows:-

1. Taken concent from all the directors that the ROC will be shifted but Books of accounts will be maintained at old office only. Since monthly stock and receivables statements is to be submitted to bank.
2. Taken the consent from Banker with the company letter stating that the monthly compliance will be followed to the Bank. Banker agreed and gave NOC.
3. Creditors Interest is to be taken. Even MSME is involved as Creditor. Then we have taken each and every concent and closed the same.
4. Important step - all the concent is required...... If any disagreement then there can be problem in future.

I am sorry, its only my view.

Please correct me in case its a mistake.

Thanks Vivek Ji for raising this point for discussion.

Regards

Rama Chander M.

On Tuesday, June 7, 2016 at 4:05:59 PM UTC+5:30, Vivek Hegde wrote:

[ritika agarwal]

Thank you sumit ji for the same.

[Kumar Bhagwat]

Hi Vivek,

I agree with your view. However it is unfortunate that RDs are taking the below provision into account and insisting for NOC and not by any fact of the situation:

Section 13 (5) The Central Government shall dispose of the application under sub-section (4) within a period of sixty days and before passing its order may satisfy itself that the alteration has the consent of the creditors, debenture-holders and other persons concerned with the company or that the sufficient provision has been made by the company either for the due discharge of all its debts and obligations or that adequate security has been provided for such discharge.

Regards,
Kumar Bhagwat

On Tuesday, June 7, 2016 at 4:05:59 PM UTC+5:30, Vivek Hegde wrote:

[Vivek Hegde]

Thank you all for your views. 

Unfortunately, they are insisting for NOCs in ORIGINAL from at least 80% of the amount of creditors (secured as well as unsecured). 

Warm Regards

CS Vivek Hegde, FCS, CMA

Vivek Hegde & Co.
Company Secretaries
No.86, 1st Floor, 2nd Main
Samvruddhi Enclave

Kumaraswamy Layout 2nd Stage 

Bangalore-560061
Mob : 09900898223

Off: 080 26663577

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